春雨直播app

This book presents an in-depth examination of key challenges in mergers and acquisitions (M&A) law, offering unique insights and solutions based on the author’s extensive research. It focuses on critical issues such as tender offers, cash-out mechanisms, appraisal rights, competing acquisition proposals, and the regulatory framework governing public tender offers. Through this work, the author aims to provide a comprehensive understanding of Japan’s legal framework while incorporating comparative perspectives, particularly from the United States.
 
Chapter 1 explores foundational issues in tender offers, framed as the "free-rider problem" and the "coercion problem." To address these issues, the chapter examines the potential of cash-out mechanisms as a solution. It also discusses defensive measures to mitigate the coercion problem, such as poison pills and other strategies. From the acquirer’s perspective, challenges in the current tender offer regulations—such as restrictions on withdrawal and price adjustments—are analyzed. By highlighting these practical difficulties, this chapter seeks to clarify the limitations and inefficiencies of Japan’s existing regulatory framework.
 
Chapter 2 focuses on the legal doctrine surrounding appraisal rights, which are exercised by shareholders after mergers or cash-outs. These rights influence both pre-transaction shareholder decisions and post-transaction actions by acquirers. The chapter conducts a detailed analysis of six landmark Japanese Supreme Court cases concerning fair valuation in appraisal rights. It also examines recent developments in Delaware’s jurisprudence on this issue and provides a comparative analysis between Japanese and U.S. legal frameworks. By contextualizing Japanese cases within an international perspective, the chapter aims to deepen understanding of fair valuation principles and their implications.
 
Chapter 3 examines the growing importance of competing acquisition proposals, where friendly and hostile bids often intersect. While historically rare in Japan, such scenarios have become more common in recent years. The chapter discusses the role of "market checks" as a mechanism to address conflicts of interest in management buyouts (MBOs) and other friendly acquisitions. The analysis focuses on the legal duties of directors and the implications for tender offer periods, using real-world examples to highlight challenges in competitive bidding situations. Comparative insights into Japanese and U.S. director duties further enrich the discussion.
 
Chapter 4 provides an overview of the challenges in Japan’s public tender offer regulations, which follow an ex-ante regulatory model. This is contrasted with the ex-post regulatory model prevalent in Europe. The chapter explores issues such as the scope of “acting-in-concert,” pre-offer ownership thresholds, and potential legislative reforms to address coercion concerns while balancing market dynamics. It concludes with recommendations for refining Japan’s regulatory framework to support both acquirers and shareholders while safeguarding market integrity.
 
This book synthesizes prior research with new insights, offering a fresh perspective on unresolved issues in Japanese M&A law. By comparing Japanese and U.S. legal doctrines, it provides a nuanced understanding of Japan’s regulatory environment. The practical implications of this work are significant, offering actionable insights for legal practitioners and policymakers. Furthermore, it addresses broader questions about shareholder protection and market efficiency, contributing to both academic discourse and the development of M&A practices.
 
It is hoped that this work will serve as a valuable resource for understanding and addressing the challenges of M&A law in Japan and beyond.
 

(Written by IIDA Hidefusa, Professor, Graduate Schools for Law and Politics / 2025)